Ultimate Spider-Mage
by robert32514
Summary: Uatu and Madame Webb combine the souls of Harry Potter and Peter Parker of Earth 1610 to lead and defend a magical worlds new line of true heroes in the realm of magic. Can they make a difference?
1. Chapter 1

**Ultimate Spider-Mage**

**Ch. 1 Reunion and a new life.**

**I do not own Ultimate Marvel or Harry Potter**

**J. K. Rowling and Marvel do.**

**Positive reviews are welcome.**

** Ch. 1 Reunions and a new life**

"I did...it..Au...Aunt..May. Y..Your..safe."

And like that, his hand fell, and the Hero known as Peter Parker also known as Spider-Man was gone. Dying in May Parkers arms with Mary Jane Watson now cradling his hands in her chest near her heart while they both cried in loss. Even Bobby Drake and Johnny Storm who now awoke from their own battle with unconsciousness fell to their knees in shock and pain of Peter's death. For all who gathered near and had been witness to Spider-Mans last stand, they knelt and bowed their heads in respect, to honor the fallen hero. A set of sirens signaled that police drew near. The men and young boys who were present all surrounded the body of the fallen hero, lent a hand and as one lifted the body of Peter Parker and slowly walked to the approaching police and fire fighting trucks. Behind them was approaching S.H.I.E.L.D. vehicles as well.

Nobody would know that Peter Parker wasn't done living, he was just about to go on a new adventure.

Peter began slowly open his eyes, and all he saw was pitch blackness. "That's weird, am I dead?" Suddenly a light appeared in front of Peter as he felt warm in the darkness. Comfortable even. But his spider-sense didn't scream out any danger warning, so he slowly head first floated to the light.

"I see the crown. He's coming." an unfamiliar voice announced too loudly to Peters ears.

"Excuse me but, WHAT?" Peters screams mentally.

He then feels a pair of fingers close around his head and then his arms and begins to pull him from the warm embrace of darkness and into the coldness of the light.

"Aaaauuuuuuu it's cold, it's cold it's cold." Peter screams but all he can do is scream as he hears his voice. Here he pauses as he then realized what was wrong. He was a baby, newly reborn. He was reincarnated. His eyes then focused as he gazed at the face of a doctor with female characteristics as she smiled and proceeded to clean him up from his new mothers birthing fluids.

After he was cleaned, and wrapped up in a warm baby blanket, he was then handed to a woman with red hair who then cradled his head to her chest. "He's so beautiful James. He looks just like you."

"Aye love, but he has your eyes." Here Peter gazed at his new fathers face and did a double take as he looked at what looked like a younger yet British version of Ben Parker. "What are we gonna call him love?"

"I wanna name him after my father, Harry. Then you, James."

Grabbing his newborn born sons fingers he said, "Welcome to the family, Harry James Potter."

The only thought that could go through Peter/Harry's head was "Oooohhhhh Boy!"

**June 1981 Godrics Hollow**

Harry Potter formerly known as Peter Parker was currently experimenting. Just over a month ago as he realized he still had his Spider Powers as every time he was near one of his parents friends who just so happened to have been called Peter Pettigrew, his Spider-Sense would flare up. When his parents or any other adult wasn't around, he would attempt to get up and climb his cribs and playpens. At just seven months old he could walk. But at nine months old, he discovered another shock. He sometimes would act like he was waving his hands at one of the toys swinging over his crib when a string of webbing shot from his wrist. Surprised, he tried it again, latching latching on to one of the floating objects and pulling it towards him. He long ago deduced that his new world didn't have superheros or S.H.I.E.L.D. like agencies, but this world did have magic. Witches, Wizards, Goblins, Unicorns, etc. He from then on made it his goal in life to make sure that what happened in his last reality wouldn't happen in this reality at any cost as he started to prematurely train his newborn body and his gifts that came with him including his webbing.

**August 1981**

When he was alone, Harry then would web swing as long and as best as he could while when his parents became perplexed and worried about where the webbing was coming from, while they searched for the source he would watch from the shadows of the ceiling laughing silently at his parents confused faces.

There were times when he would allow himself to act like the child he was, but with what he was seeing and hearing during secret meetings, Harry felt that he didn't have that luxury. He had long found out his family including his Honorary Uncle Remus and God-father Sirius were fellow pranksters at heart as well as Aurors, Magical Police.. He had studied his families history as well as this worlds history and culture and absorbed as much knowledge as he could.

He then found out exactly how up to no good his parents friend Peter truly was when he secretly watched from a dark spot on the ceiling in a room Peter was in, he watched as Peter would then roll up his sleeve. There on Peters arm, Harry could see a tattoo of a skull with a snake coming out. Harry knew what this meant. He had studied and listened quietly from afar as his parents would speak to an old man who as far as Harry was concerned had a Merlin complex named Albus Dumbledore. Something about the old man would set his spider-sense slightly off as a warning. Something about the old geezer wasn't right and Harry would do all he could to find out what.

He then found out about as much information as he could. Fidelius charms, secret Keepers, wills, prophecies, everything. He even found out about the magical worlds own Dark Lord and his followers, who called themselves Death Eaters whom was terrorizing both the magical and mundane world, or as witches and wizards' called them "Muggles"

**October 31**

It was around this night when his father and mother had sensed the wards surrounding their home fall and Harry knew what this meant as he too sensed the wards fall. Peter had betrayed them. He secretly snatched his mothers wand before she picked him up, discreetly hiding it in his shirt as his father yelled at her to take him and go upstairs to hide while James Potter, Harry's father did battle against the evil and powerful opponent that was Voldemort, someone that really set off Harry's spider-senses.

He had been preparing himself for just this occasion, and if he had to reveal his powers to his parents in order to protect them, then that's what he would do. So when his mother placed him within his crib and activated a set of runes he knew required her to sacrifice herself for him, he knew he had to act fast.

His Spider-Sense went haywire worse than before as the door to his rooms door exploded. His mother then took her place between the so called Dark Lord and him.

"Please, kill me, not him, not my son."

"Foolish girl, Snape wants you alive. Now move, last chance."

"No, please, don't do this."

"Death it is, AVADA KE-OOMPH", Webbing of an unknown nature hitting and sealing his mouth mouth shut as Lily Potter was pushed aside as the newborn Harry Potter stood crouched on the railing of his crib with a fierce look upon his face as a wand was then pulled from within his little shirt and tossed it side ways where his mother laid without looking away as she watched shocked at the interaction between her son and the Dark Lord. Neither looking away from the other.

For some reason Tom Riddle was worried. Try as he might, even looking at the child before him, staring him in the eyes, he could not penetrate the boys mind. Almost like he wasn't there. Raising his wand slowly without breaking eye contact, he waved it and banished the webbing from his mouth. When he did,with speed that would be too fast for some, he turned the wand on the child and with a different spell in mind he fired a stunning curse. As his wand flashed the room red, he looked and found the spot where Harry Potter crouched empty.

It was then he felt a weight on his back. Swinging around wildly, he suddenly felt the child begin to crawl all over him like a spider while at the same time his movements became slower and constricted as Harry Potter was webbing him up. His arms and body was being webbed up as was the rest of his body with his arms outstretched and his back lightly bent backwards. Harry finally finished his task in subduing the so called Dark Lord, only to perch on the mans shoulder and slapping him on his bald head while at the same mocking him by saying, "Not the mama, Not the mama, Not the mama!"

When a now stunned Lily Potter slowly approached Harry and the now embarrassingly wrapped up Dark Lord, she snatched Voldemorts wand from his fingers and placing it within her back pocket, she then lovingly took her son and cooed to him, "My Hero, my Little Harry."

But quicker than she realized she saw and felt Harry quickly turn and shoot out webbing from his wrists at an object that was too small to been seen by most and began to web it up until it shifted into a human form only to become Peter Pettigrew. Lily with just the same speed stunned the traitor as Harry continued to web Peter to the floor and wall until he began to show signs of exhaustion. Something Lily Potter didn't miss. "Harry baby, that's enough, you've done enough."

Harry must have felt the same as he stopped using his webbing and looked one more time tiredly, just to make sure Peter was properly webbed up.

Lily then turned her attention to the webbed up Dark Lord. Gathering her Griffindore courage, "How does it feel you bastard? To be beaten by a child? Only a little over a year old and already he has you beat."

Placing her own wand under his cheek she growled out, "Give me one damn good reason not to Kill you. I know you just murdered my husband. I feel it as now the Potter family magic has informed me of my husbands death. I should kill you where you stand, but I won't. James wouldn't want me to.", Here she slowly lowered her wand as she looked away for a moment looking into her son Harry's eyes. Her free hand then began to curl around her wand tightly, "Then again, James isn't here anymore because of you.", she snapped in righteous anger followed by a scream that could be best described as a roar as she spun right back around and punched the so called Dark Lord with all she had in the face supported with a lot of internal and external magic as she accidentally sent him flying out the bedroom window. Looking at what she did in shock, she rushed to the windows ledge as she looked outside the window and seen Voldemort was lying face down on the wooden picket fence having been pierced in the chest, heart and lungs by the wood surrounding her front yard lawn.

"LILY, LILY. ARE YOU ALRIGHT? ANSWER ME, WHERE ARE YOU?", a familiar voice called out.

"Up here Sirius, we're up here.", she acknowledged as she pulled her head back in the room and waiting on Sirius Black. Which in of itself wasn't long as Sirius rushed up the stairs and observed the scene before him. Lily was sitting in her rocking chair rocking an unconscious Baby Harry and petting his hair lovingly while tears were making tracks down her face ruining whatever makeup she had on.

"Is he?" Sirius asked in dread.

"No, merely tired. He beat Voldemort and saved my life at the same time."

"H...Ho..How?"

"Turn and look at the wall behind you."

As he did, he took a step back as his now former friend Peter was webbed between the floor and wall with a strange form of webbing. Taking his eyes off Peter after relieving him of his wand and stunning him again for good measure, he then bound his animagus powers as he asked, "How did he do it? Where did this webbing come from?"

Lily made him give an oath of secrecy before she told him everything as she watched his eyes go wide with wonder and amazement. When she was finished, Sirius looked out the window and sure enough, Voldemort was indeed impaled on the picket fence and looking very much dead. He then noticed a dark figure approaching the house. Said figure looked like Severus Snape. He turned and informed Lily Severus was in the house in which she summoned a Potter elf to take Harry back to the Potter Manor and put him to bed and to have a few other elves remove everything in the house and take it all back to Potter Manor as well. When Harry then was transported to Potter Manor, she then turned to Sirius, "He's mine, if he tries anything, I'll deal with him. This war has gone on long enough. It's time to stop hiding and it's time to take off the kiddy gloves. They killed mine and James parents as well as my husband. They want a war, then we'll give them one. Agreed?"

"It goes without question Lily." Sirius responded with a nod as he summoned Peter to him. Vanishing the webbing binding him and replacing it with magical ropes. Then placing a featherlight charm on him and placing him on one of his shoulders as he followed Lily down stairs with Pettigrew in tow.

Nodding back with a fierce gaze, she turned to the door and began to walk out and descended the stairs meeting Severus Snape half way. Before he could speak or know what was going to occur, she slashed her wand as a "Sectum Sempra" came from both her lips and wand and a deep cutting curse hit him square in the chest. Said dark cutting Curse slashed Severus deeply as he looked and then felt his chest, bringing a hand up, he saw his own blood. Then he fell back and began rolling downstairs until he came to a stop at the bottom.

When she finished coming down the last step, she saw he was face down on the floor having already retrieved his wand from one of the steps she descended from. Stepping halfway around him, she flicked her wand and spun him wordlessly around. Dropping to one knee, she then grabbed his hair and yanked him up partially and asked angrily, "Was it worth it you bastard? You wanted me alive while my child and husband would lie dead before my eyes. You called down the Thunder Severus, well you got it. Prepare yourself for hell on earth "OLD FRIEND". With that, she first healed him then repeatedly stunned him several times over until Sirius had to pull her away only for her to cry in his arms moments later as the adrenaline in her system came down. They then watched as the Potter elves gathered and whisked James body back to Potter Manor so it could be better prepared for a proper burial.

The moment was ruined as Lily and Sirius heard another familiar voice call out in surprise, "Lily, you're alive? But Professor Dumbledore said you were dead. Where's Harry?"

"He's home where he belongs Hagrid. You tell Dumbledore to keep matters of my family out of his mind and stay out of Potter family business."

"Now Li-"

"Don't you Now Lily Me Hagrid. Come here.", she grabbed him by an ear and directed him out side as she then showed him Voldemorts corpse and said, "If that old fuck ever comes anywhere near my son or my family, what happened to Voldemort will seem like a love tap compared to what I'll do to him. Got it? Now return to your master and don't let me catch you trying this again, am I understood?"

Hagrid fearing for his life with how hard Lily grabbed his ear nodded not wanting to anger the former gentle now volatile woman before him who had started twisting his ear until she let go as her message was well received.

"Very good, you may leave now." she growled out.

She then walked over to Sirius and grabbed him by the arm and apparated back to Potter Manor. Not to be seen or heard from again from anyone except a chosen few for many years to come.


	2. Chapter 2 Revelations and new beginnings

**Ultimate Spider-Mage**

**Ch. 2 Revelations and new beginnings.**

**I do not own Spider-Man or Harry Potter**

**Marvel and J. K. Rowling do.**

**Positive reviews are welcome.**

** Ch. 2 Revelations and new beginnings**

Appearing within Potter Manor with Sirius, Lily Potter, Wife and now Widow of James Potter then called on another Elf to find Remus Lupin and bring him home to Potter Manor. Sirius had walked off with a bound Rat until he was ready for his day in court. She then started making floo calls after sending another elf to collect Voldemort remains from Godrics Hollow. She was taking no chances as he was a monster that needed putting down permanently. Once Voldemorts body was given to her, she had his taken his blood DNA for identification. The results was not what she was expecting. A name came forward, Thomas Marvolo Riddle. She knew that name from having seen several trophies at Hogwarts with that name on it. She then had his body set out in the back yard and with an **_Incendio _**curse, and the flames from the spell reduced the deceased body to ashes in which she banished into the wind.

She would study Tom Riddle and his history to find out all she could about him. She lost too many good people and she would be damned if she lost anyone else by making sure he didn't do anything to tether himself to the living world. When Remus appeared she told him what happened between Harry and Voldemort and how she was the one to end the bastard when she allowed herself and her magic to cut lose as she banished Voldemort from her home with a magic amplified right cross, one which Sirius and now Moony hoped to never cross.

But for Harry having Spider like abilities was an amazing thing to wonder about and hoped that when he was older, if he could and would tell her how he came to having those abilities.

Lily worried for her son as well as her Godson. So when Sirius returned from taking care of her families betrayer, she then started making floo calls to the Longbottoms, the Bones', the Lovegoods, and others. When they all came, and placed the children in bed, she told her story again. When she was done, she then spoke with a now seasoned Unspeakable Angus Croaker who then made a deal with Lily to train Harry when he was ready. But they all would love to know how he got his Spider Powers.

**"Why, I can answer that of course."** came a voice all had heard in their heads.

"Who was that? Who are you? Show yourself.", Lily demanded.

**"Very well, as you wish."**

Suddenly, a greenish gray mist of unknown origins surrounded them and they were all transported to a place within time and space until they were met by a woman who wore a blind fold in a long red dress with what appeared to be a white Spider emblem on her chest. She sat on a throne with a Spider web pattern as a part of her chairs main pattern. Behind her in the webbed themed pattern, various versions of a man in a red and blue spider themed costume with white appeared in various web swinging motions.

"**Greetings, I am Cassandra Webb also known as Madame Webb. Telepath, clairvoyant, guardian, seer, and councilor of the Spider-Verse."**

"Why are we here and why does my son have Spider Powers?", Lily demanded protectively.

**"Because he is not only Harry James Potter, he once had another name. Once some time ago, his name was Peter Benjamin Parker. He was once known as Spider-Man of Universe 1610, and he was once a very powerful meta-human and very great hero and warrior for justice. Observe. **

They were all then transported before a universal screen where they watched the emergence of not just magic, but of mutants and at times meta-humans. Mutants with 2 sides both fighting for the same cause but in different ways. How the mundane government sanctioned the use of giant machines known as Sentinals who's primary machine was to seek out those with a special gene known as the X-Gene and tried to eradicate them. They were horrified as they watched some of the murders that the mundane government had allowed and had been responsible for. Then their attention was brought to a special branch of military within the Government called S.H.I.E.L.D. who basically policed the entire planet and at times did things that even the magical governments would not approve of. This is where Harry Potter or as he was known as Peter Parker came into play. They watched his life unfold, his family Uncle Ben and Aunt May, his friends Kitty Pride and Mary Jane and Gwen Stacy, the spider-bite incident, Peter becoming a Costumed Superhero, his victories, failures, losses, and close encounters with death until he was fatally wounded by a Mad vigilante known as The Punisher a.k.a. Frank Castle. How Peter had taken the shot meant to terminate a legendary symbol of the American Dream, known as Captain America. Seconds later, a bomb went off that nearly killed Peter right then and there, but he proved his metal when he dug himself out of the rubble and saw some of his enemies going for his home. They saw him patch his wound and go to fight what would have been his final battle to save what remained of his family. Watching the battle that took place and how his brothers in all but blood was incapacitated with Peter standing tall without his mask for all to see and faced off against his enemies known as the Sinister Six. May Parker, his aunt killed one of Peters enemies, a being of pure electrical energy called Electro while Peter struggled and fought until a demonic looking individual who looked like a man one moment and a monster the next called The Green Goblin. How he and Peter battled with Peter lasting long enough to finish off by smashing the Goblin with a huge ass truck that no normal mortal, witch or wizard could even lift no matter what spell they used or take after the first blow for that matter.

How the Goblin weakened still carried off threats against Peter and his family and Peter finishing it by smashing it with the truck one last time, just to shut it up. After smashing it for the final time, the truck exploded taking away the last of Peters strength. Moment later, even though his gunshot wound was temporarily sealed by webbing, the webbing would eventually evaporate after a certain amount of time, by then too much blood had been lost and Peter had died shortly afterwords in his aunts hands. They watched his funeral and saw how the man known as Captain Steve Rogers also known as Captain America, the one Peter gave his life for was slapped and repaid for the disrespect and the dishonor he showed Peter and the Parker family before Peter took the bullet meant for him. Then shortly after Peters death, a new Spider-Man who was blessed by a Spider as Peter was had showed up. His name was Miles Molares, a Black/ Latin teenager who blamed himself for not aiding Peter in his time of need when he had the power. From then on, Miles had learned the same lesson Peter did, "With Great Power, comes Great Responsibility. He had then taken over the role of Spider-Man of Earth 1610 and taken up the name and title in honor of Peter Parker with the approval and blessing of not just S.H.I.E.L.D., but Aunt May, and another Peter Parker also known as Spider-Man of Earth 616.

Lily followed by the other women wept for what Harry/Peter had gone through and how much he sacrificed while the men bowed their heads in respect and felt proud of the man Harry/Peter had become. They then felt that Miles too had learned a lesson when Harry/Peter died and had begun using his powers responsibly and deserved his place as Spider-Man of Earth 1610 and his new destiny in a way that Honored Harry/Peter.

Moments later, a man taller than a Giant wearing what can only be described as a Greek toga and a blue sash, with a huge bald head stood next to Madame Webb.

**"My friends, this is the watcher known as Uatu, like myself watches the events that happens in all worlds, though his station is Earth. There are multitude versions of him and his brothers, including in the Multi-Verse. But unlike me, they are not allowed to interfere in events on any world. **

_**"I was the one who allowed Peter Parker also known as Harry Potter to be reborn here in your world to you Lily and your Husband James Potter, as for this world, your family is another version of the Parker Family. I was the one who had amplified and modified Harry's Spider powers. He cannot return to Earth 1610 since a Spider-Man already exists there. No 2 Spider-Men can exist in the same universe at the same time. Your world will need him in the years to come. Your world is also about to undergo a change. Mutants and soon Meta-human will be born and made in this world, including those who have died on Earth 1610, and who are deserving of a second chance, will soon be reborn here on this world. Some already have. Your children are just some who already have been reborn from Earth 1610 by the powers that be. You and your allies that you can trust explicitly must find and aid these other children and train them to use their powers responsibly. We hope you and they will lead this world into a new Era of peace. Whether it is an era of peace or war, only you can decide. The time for change in your world has begun. Wizards and witches will no longer be alone though they never have from we have clearly seen. The time of mutants and meta-humans has begun." **_

** "Ben Parker, Peter's Uncle himself once said, With Great Power, must come Great Responsibility. Something your species lack the knowledge, meaning, or will of." Madame Webb explained. "Charles Xaviers' idea and dreams of a Peaceful Co Existence between Mutants, Magical, and mundane or what you call Muggle, is one we, Uatu and myself and the powers that be, hope you will lead and make a reality on this Earth."**

** "I release you now with the full knowledge of what you have seen, but you will not be able to speak of it to those we know cannot be trusted, like your Albus Dumbledore. He is not as he appears to be. Be weary of him. Remember, we will be watching!"**

Once again they were surrounded by the same mist as they were deposited in the Potter family living room. They all sat down to digest what they have just learned. It was Unspeakable Croaker followed by Alastor Moody who stood up and spoke in hushed tones to each other for a few moments.

After the moments passed, they turned back and it was Moody who spoke up. "We have a job to do. Webb, Uatu, and the higher powers are giving these people who are deserving of a second chance, just that, A Second Chance. Also, Mutants and Meta-Humans' are being born and some may and do exist now. They chose us to find them, train them and lead them. I say we make it happen. All in favor, raise your hands."

Everyone within the room raised their hands with conviction on their faces.

"The Aye's have it. Black, Lupin, Potter, Put your heads together, find out how to track these children. From what we saw of Earth 1610, Xavier had a device that amplified his power that tracked mutants and Meta Humans. See if you can do the same. Hogwarts won't be the sane choice to let them train in magic, combat, and other areas of education. That and the proper use of their other powers, whatever they may be. So, we'll need a place like Xaviers, most likely a castle that can be retrofitted into a suitable place for the childrens' training and living."

"What about Potter Castle?", A new voice popped up. "It's bigger than Hogwarts and able to store a couple thousand people if what you found out is true."

"That may work Charlus, thank you." Lily bowed before a portrait of Charlus Potter who hung from a wall over the fireplace. Apparently he saw everything that Madame Webb and Uatu showed everyone present and wanted to help.

Amelia Bones then stood up, "We all saw how the mundane or "Muggle" governments reacted to natures change on Earth 1610, we cannot allow that to happen here. We'll need Croaker, myself, and Selene to spread the word discretely to every magical nation across the world and get the aid we need to find and protect these children. We need allies."

"What of the Death Eaters, with Voldemorts death, they'll come for revenge." Frank Longbottom asked worriedly.

"Then we stand together, all of us and we fight back with equal force." Lily Potter answered in determination.

"For everyone of us who falls, we bring down ten of theirs. As the Muggle Bible says, black eye for black eye. A broken tooth for broken tooth." Remus spoke up.

"And Damn anyone who gets in our way." Sirius growled out.

"That even means Dumbledore. Webb informed us how Dumbledore is up to no good. We need to be more proactive, no more hiding, no more running. It's time to get lethal. Now who's with me?" Moody shouted raising a fist in the air.

Everyone within the room jumped up and raised their fists while roaring as one. For the next several months, they would prepare. In the years to follow, a new force will emerge with the power to change the world for the better.


End file.
